TABLE NYNE MASTER SERVICES AGREEMENT

1. Services

TABLE NYNE shall provide hospitality infrastructure services, which may include:

• Digital menus & interactive allergen catalogs
• QR code venue deployments & table routing tags
• Reservation systems & VIP guest management
• Direct zero-commission ordering pipelines
• WhatsApp floor-manager dispatch workflows
• Custom venue branding, typography, and monographs
• Hospitality analytics dashboards & margin audits
• Custom venue landing pages and progressive web apps

Services provided shall be governed by the selected subscription package.

2. Ownership & Intellectual Property

No ownership of software, source code, or infrastructure is transferred under this Agreement. Licensor grants Client a non-exclusive, non-transferable, revocable license to access and run the services strictly for authorized hospitality venue operations.

3. Subscription & Billing

Client agrees to subscribe to a selected TABLE NYNE package.

Subscription fees are payable in advance. Failure to remit payment within the grace period may result in immediate suspension or deactivation of venue digital services.

4. Deployment Schedule

TABLE NYNE shall make commercially reasonable efforts to deploy venues according to agreed timelines upon receipt of required venue assets. Estimated deployment schedules are operational targets and not strict legal guarantees.

5. Acceptable Use & Compliance

Client and its authorized operators shall not:

• Attempt to reverse engineer, decompile, disassemble, or extract the platform or server architecture.
• Copy, duplicate, or clone platform functionality or digital assets.
• Redistribute, share, rent, lease, sub-license, or resell software or platform access to third parties.
• Bypass authentication, rate-limiting, or security systems.
• Remove, alter, or mask any proprietary notices, copyright stamps, or confidentiality headers.
• Use the platform for unlawful, fraudulent, or defamatory activities.

6. Service Availability & Hosting

TABLE NYNE will use reasonable efforts to maintain continuous service and high availability. However, Client expressly acknowledges that internet outages, cloud hosting disruptions, telecommunications failures, and third-party service maintenance occur. No guarantee of 100% uninterrupted uptime is made.

7. Venue Content Responsibility

Client represents and warrants that all menu items, descriptions, allergen disclosures, pricing, photographs, trademarks, promotions, and related content supplied to TABLE NYNE are accurate, truthful, up to date, and lawful. Client assumes sole responsibility for menu accuracy, inventory representations, and customer pricing updates.

8. Payment Processors & Third-Party Integrations

TABLE NYNE is not responsible or liable for outages, interruptions, fee changes, messaging delays, delivery drops, or operational failures caused by third-party providers including WhatsApp, Meta, payment gateways, cloud hosting providers, telecommunications networks, reservation integrations, or SMS/email dispatch providers.

9. Hospitality Operations & Customer Disputes

TABLE NYNE operates solely as an interactive technology intermediary and hospitality infrastructure provider. TABLE NYNE is not a restaurant, food vendor, caterer, or delivery carrier. The Client retains sole and absolute responsibility for food quality, preparation standards, beverage ingredients, allergen labeling and disclosures, hygiene compliance, physical customer service, order fulfillment, and dispute resolution with end-diners. TABLE NYNE shall have zero liability for any end-customer claims, chargebacks, allergic incidents, health inspections, or hospitality service disputes.

10. Financial Settlement & Chargeback Disclaimers

All monetary transactions between end-customers and the Client are processed directly through third-party payment gateways or the Client's direct merchant accounts. The Client is solely responsible for managing payment disputes, fraud screenings, chargebacks, reversals, processor deductions, and statutory taxes (such as VAT or state consumption taxes). TABLE NYNE does not hold customer escrow funds and shall not be held liable for any payment processing discrepancies, merchant account holds, or financial fraud.

11. Data Protection & Regulatory Compliance (NDPA/NDPR)

The Client acts as the independent Data Controller for all end-guest personal data collected via the venue's digital instance (including customer phone numbers, names, VIP notes, and visit logs). The Client warrants that it collects and utilizes guest information strictly in compliance with the Nigeria Data Protection Act (NDPA) and applicable regulations. TABLE NYNE processes guest data solely as a Data Processor on behalf of the Client to facilitate ordering, reservations, and dispatch. The Client agrees to indemnify TABLE NYNE against any fines, regulatory sanctions, or claims arising from the Client's improper marketing or unconsented data usage.

12. Anonymized Data & Industry Insights Consent

Client and end-users grant TABLE NYNE explicit consent and a non-exclusive, perpetual, royalty-free, worldwide license to collect, process, aggregate, and analyze anonymized operational data, telemetry, throughput metrics, and transaction patterns. TABLE NYNE retains explicit rights to utilize such anonymized data for product improvement, system optimization, feature benchmarking, algorithmic enhancement, machine learning models, and publishing industry insights, provided no personally identifiable information (PII) or venue trade secrets are disclosed.

13. Cookie Policy & Local Storage

TABLE NYNE utilizes essential operational cookies, local storage items, and session telemetry to maintain security state, authentication tokens, venue configurations, cart items, theme preferences, and platform performance. By continuing to navigate or interact with the platform, users consent to the placement and storage of these functional data structures on their local devices. Users may manage cookie preferences via the platform's consent banner or browser settings.

12. Marketing & Portfolio Rights

Client grants TABLE NYNE a non-exclusive, royalty-free right to display screenshots, mention the venue as a client, publish performance case studies, showcase digital deployments, and reference the project in marketing materials. Client may revoke this permission in writing at any time upon thirty (30) days notice.

13. Confidentiality & Non-Disclosure (NDA)

Each party agrees to hold in strict confidence all proprietary business operations, trade secrets, customer records, pricing arrangements, algorithms, and technical methods. The Software Product contains highly confidential trade secrets of TABLE NYNE, including zero-commission protocol configurations and custom WhatsApp dispatch architectures. This clause survives any termination of this Agreement.

14. Non-Solicitation

During the term of this Agreement and for a period of twenty-four (24) months following termination, the Client shall not, directly or indirectly, solicit, recruit, hire, employ, or engage any employee, independent contractor, or technical personnel of TABLE NYNE who was involved in the development, deployment, or support of the services.

15. Force Majeure & Infrastructure Exemptions

TABLE NYNE shall not be held in default or liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to undersea fiber-optic cable severance, national telecommunications or ISP network failures, governmental internet or messaging restrictions, power grid outages, acts of God, strikes, civil unrest, or cloud server infrastructure disruptions.

16. Immediate Remedial Suspension

TABLE NYNE reserves the right to immediately suspend or terminate platform access without prior notice if the Client utilizes the system in a manner that violates Meta/WhatsApp commercial policies, transmits abusive or fraudulent communications, or creates significant reputational or legal liability for the platform.

17. Cryptographic Monitoring & Enforcement

To verify compliance with this agreement, the Software Product may employ active cryptographic host validation, telemetry logging, and digital fingerprinting. The Licensor reserves the right to immediately revoke execution licenses and initiate binding arbitration or legal injunctions in the event of any unauthorized re-hosting, licensing breach, or copyright infringement.

18. No Warranty & Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE." TABLE NYNE SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, INDIRECT DAMAGES, SPECIAL DAMAGES, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PLATFORM.

19. Limitation of Financial Liability (Liability Cap)

IN NO EVENT SHALL TABLE NYNE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO TABLE NYNE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

20. Client Representation & Indemnification

THE CLIENT REPRESENTS AND WARRANTS THAT ALL CONTENT, TRADEMARKS, LOGOS, ASSETS, AND MATERIALS PROVIDED TO TABLE NYNE DO NOT INFRINGE UPON ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PRIVACY RIGHTS. THE CLIENT AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS TABLE NYNE, ITS DEVELOPERS, AND OFFICERS AGAINST ANY THIRD-PARTY CLAIMS, DAMAGES, LOSSES, OR LEGAL COSTS ARISING FROM MATERIALS PROVIDED BY THE CLIENT OR UNLAWFUL OPERATION OF THE CLIENT'S VENUE.

21. Time Limitation on Claims

NO CLAIM OR LEGAL ACTION ARISING OUT OF OR RELATING TO THIS SOFTWARE, PLATFORM, OR AGREEMENT MAY BE BROUGHT BY THE CLIENT AGAINST TABLE NYNE MORE THAN SIX (6) MONTHS AFTER THE CAUSE OF ACTION HAS ACCRUED.

22. Termination

Either party may terminate this Agreement with thirty (30) days prior written notice. Upon termination, all outstanding accrued fees remain immediately due and payable, and Client's digital venue instances may be gracefully archived.

23. Governing Law & Jurisdiction

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts in Nigeria.